UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1 (b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
Under the Securities Exchange Act of 1934
AirGate PCS, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
| 009367-10-3 (CUSIP Number) |
October 2, 2003
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
Page 2 of 10 Pages
CUSIP No. 009367-10-3
| 1. | Names of Reporting Persons.
Glenview Capital Management, LLC
I.R.S. Identification Nos. of above persons (entities only).
13-4136746 |
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| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Delaware, United States |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
None 6. Shared Voting Power
1,400,000 7. Sole Dispositive Power
None 8. Shared Dispositive Power
1,400,000 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
5.397% based on 25,939,836 shares outstanding as of August 4, 2003. |
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| 12. | Type of Reporting Person:
OO |
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Page 3 of 10 Pages
| 1. | Names of Reporting Persons.
Glenview Capital GP, LLC
I.R.S. Identification Nos. of above persons (entities only).
13-4136749 |
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| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware, United States |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
None 6. Shared Voting Power
1,400,000 7. Sole Dispositive Power
None 8. Shared Dispositive Power
1,400,000 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
5.397% based on 25,939,836 shares outstanding as of August 4, 2003. |
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| 12. | Type of Reporting Person:
OO |
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Page 4 of 10 Pages
| 1. | Names of Reporting Persons.
Glenview Capital Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only).
13-4141851 |
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| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware, United States |
|||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
None 6. Shared Voting Power
1,400,000 7. Sole Dispositive Power
None 8. Shared Dispositive Power
1,400,000 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
5.397% based on 25,939,836 shares outstanding as of August 4, 2003. |
|||
| 12. | Type of Reporting Person:
PN |
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Page 5 of 10 Pages
| 1. | Names of Reporting Persons.
Glenview Capital Partners (Cayman), Ltd.
I.R.S. Identification Nos. of above persons (entities only).
N/A |
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| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Cayman Islands, British West Indies |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
None 6. Shared Voting Power
1,400,000 7. Sole Dispositive Power
None 8. Shared Dispositive Power
1,400,000 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
5.397% based on 25,939,836 shares outstanding as of August 4, 2003. |
|||
| 12. | Type of Reporting Person:
OO |
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Page 6 of 10 Pages
| 1. | Names of Reporting Persons.
Glenview Institutional Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only).
13-4153722 |
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| 2. | Check the Appropriate Box if a Member of a Group (a) x (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware, United States |
|||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
None 6. Shared Voting Power
1,400,000 7. Sole Dispositive Power
None 8. Shared Dispositive Power
1,400,000 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000 |
|||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
5.397% based on 25,939,836 shares outstanding as of August 4, 2003. |
|||
| 12. | Type of Reporting Person:
PN |
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| Page 7 of 10 Pages |
| Item 1(a). |
Name of Issuer: AirGate PCS, Inc. | |||||||||
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: | |||||||||
| 233 Peachtree St. NE, Suite 1700 Atlanta, Georgia 30303 404-525-7272 |
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| Item 2(a). |
Name of Person Filing | |||||||||
| Item 2(b). |
Address of Principal Business Office or, if None, Residence | |||||||||
| Item 2(c). |
Citizenship | |||||||||
| Glenview Capital Management, LLC 399 Park Avenue, Floor 39 New York, New York 10022 Delaware limited liability company |
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| Glenview Capital GP, LLC 399 Park Avenue, Floor 39 New York, New York 10022 Delaware limited liability company |
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| Glenview Capital Partners, L.P. 399 Park Avenue, Floor 39 New York, New York 10022 Delaware limited partnership |
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| Glenview Institutional Partners, L.P. 399 Park Avenue, Floor 39 New York, New York 10022 Delaware limited partnership |
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| Glenview Capital Partners (Cayman), Ltd. c/o Goldman Sachs (Cayman) Trust, Limited Harbour Centre, North Church Street P.O. Box 896GT George Town, Grand Cayman Cayman Islands, British West Indies Cayman Island exempted company |
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| Page 8 of 10 Pages |
| Item 2(d). |
Title of Class of Securities: | |||||||||
| Common Stock | ||||||||||
| Item 2(e). |
CUSIP Number: 009367-10-3 | |||||||||
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |||||||||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act. | ||||||||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act. | ||||||||
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | ||||||||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act. | ||||||||
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||||||
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | ||||||||
| (j) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||||||
| Item 4. |
Ownership: | |||||||||
| Glenview Capital Management, LLC Glenview Capital GP, LLC Glenview Capital Partners, L.P. Glenview Institutional Partners, L.P. Glenview Capital Partners (Cayman), Ltd. |
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| a. | Amount beneficially owned: | |||||||||
| Glenview Capital Partners, L.P. beneficially owns 163,400 shares, Glenview Institutional Partners, L.P. beneficially owns 413,300 shares and Glenview Capital Partners (Cayman), Ltd. beneficially owns 823,300 shares, for an aggregate total of 1,400,000 shares. | ||||||||||
| b. | Percent of Class: | |||||||||
| 5.397% based on 25,940,000 shares outstanding as of October 2, 2003. | ||||||||||
| Page 9 of 10 Pages |
| The sole power to vote or direct the vote of the entire shareholding and the sole power to dispose of or direct the disposal of the entire shareholding has been delegated to Glenview Capital Management, LLC as Investment Manager for each of Glenview Capital Partners, L.P., Glenview Institutional Partners, L.P. and Glenview Capital Partners (Cayman), Ltd. In addition, Glenview Capital GP, LLC serves as general partner for each of Glenview Capital Partners, L.P. and Glenview Institutional Partners, L.P. | ||||||||||
| Item 5. |
Ownership of Five Percent or Less of a Class: | |||||||||
| Not applicable | ||||||||||
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: | |||||||||
| Not Applicable. | ||||||||||
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: | |||||||||
| Not Applicable. | ||||||||||
| Item 8. |
Identification and Classification of Members of the Group: | |||||||||
| Not Applicable. | ||||||||||
| Item 9. |
Notice of Dissolution of Group: | |||||||||
| Not Applicable. | ||||||||||
| Item 10. |
Certification: | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| October 10, 2003 | ||
| Date | ||
| /s/ LAWRENCE M. ROBBINS | ||
| Lawrence M. Robbins, Chief Executive Officer |
| GLENVIEW CAPITAL MANAGEMENT, LLC | ||
| /s/ LAWRENCE M. ROBBINS | ||
| Lawrence M. Robbins, Chief Executive Officer |
| GLENVIEW CAPITAL GP, LLC | ||
| /s/ LAWRENCE M. ROBBINS | ||
| Lawrence M. Robbins, Chief Executive Officer |
| GLENVIEW CAPITAL PARTNERS, L.P. | ||
| By: | Glenview Capital GP, LLC as General Partner | |
| /s/ LAWRENCE M. ROBBINS | ||
| Lawrence M. Robbins, Chief Executive Officer | ||
| GLENVIEW INSTITUTIONAL PARTNERS, L.P. | ||
| By: | Glenview Capital GP, LLC as General Partner | |
| /s/ LAWRENCE M. ROBBINS | ||
| Lawrence M. Robbins, Chief Executive Officer | ||
| GLENVIEW CAPITAL PARTNERS (CAYMAN), LTD. | ||
| By: | Glenview Capital Management, LLC as Investment Manager | |
| /s/ LAWRENCE M. ROBBINS | ||
| Lawrence M. Robbins, Chief Executive Officer | ||